A Stranger in the Shadows
by measuremesky
Summary: Since Liz Allan moved away, Peter Parker has struggled with feelings of loneliness and regret. However, in the middle of his junior year, Peter's life gets slightly more interesting when a new girl comes to town. Can he prove himself to Tony Stark, keep his friendship with Ned, and juggle a possible romance at the same time? Takes place after Spider-Man: Homecoming.
1. Chapter 1

"Have a good day at school, Peter!" May called as her nephew Peter, rushed to the door to catch the bus.

"Thanks, Aunt May!" Peter called back.

As he reached the front door, he paused, taking a moment to make sure his shirt was free of wrinkles before he was swept away by the chaos he called high school.

He was about to open the door before he heard his aunt's voice again.

"Peter?"

He turned to see May peering into the foyer, her brows knitted in a serious expression. While her look was stoic, he could see concern shining in her warm brown eyes.

"Be safe. And don't go too crazy with the Spider-Man thing, okay?"

Peter slowly nodded. Ever since she had discovered his superhero identity was the neighborhood web-slinger, she could not stop worrying about him, which, of course, was appreciated, but at the same time, it could be quite tiring.

"Don't worry, I will," he answered, forcing himself to smile. While he could not completely promise he would stay out of trouble (being a superhero required putting yourself in some level of danger), he felt he needed to reassure her for her own sake.

This seemed to work; as he watched his aunt's gaze soften, and the serious expression she had worn mere seconds ago had practically disappeared as the corners of her lips upturned into a small smile.

"Thank you."

Peter nodded, returning the smile. He was glad that he was able to ease her worries, at least for the next couple of hours.

Besides, there was nothing to worry about-he was Spiderman for Pete's sake. He had fought bad guys with deadly alien weaponry before-he could certainly tackle a few lousy bank robbers. It wasn't like there was much else to come across on his daily patrol, right?

The sound of the bus turning onto the street brought him back to reality.

"Have a good day, May," he said.

Giving his older relative one last look of reassurance, Peter ran out the door and boarded the school bus, counting the hours until he could put on his suit again.

* * *

"Peter, my man!" a voice called as Peter walked through the doors of Midtown School of Science and Technology.

The young hero glanced up to see his friend Ned bounding up to him in his usual enthusiastic manner.

"Hey Ned!" Peter called back. "What's up?"

The chubby kid's eyes grew wide. "You won't believe this, but I just got my hands on the new Lego Death Star II set last night," he answered.

Upon processing the words, Peter's expression immediately mirrored his friends as a wave of excitement washed over him.

"Really? Dude, that's awesome!" He then frowned, remembering the set hadn't been released yet. "Wait, the Death Star II set isn't even stores yet. How'd you get it early?"

A small smirk crept across the boy's face. "Let's just say I know a guy, who knows a guy…who works for the company," he admitted, shrugging. "But never mind that. So, whaddya say? You wanna build it after school?"

Peter opened his mouth to answer, but quickly paused, remembering he had been planning on going on patrol right after school. But this was Ned, his best friend. And ever since he had gotten his new suit from Mr. Stark, he had been on patrol every single day, waiting for the right moment to swoop in and save the day.

But it was just one afternoon, right? And crime rates had gone down tremendously since the Vulture had been defeated. Surely the police could handle one day without him…

No, he had to protect his neighborhood from any potential threat the bad eggs in the community might bring. Crime does not rest and neither should he. He could only imagine what Mr. Stark would say if he could read his thoughts. Real heroes don't "take a day off," and if he wanted to be an Avenger when he was out of high school, he needed to start thinking like a real hero.

"Sorry, Ned, I can't," Peter said. "I gotta go on patrol after school."

As he had expected, the larger kid rolled his eyes. "Come on, Peter, you're on patrol all the time," he said. "Every time I've asked you to hang out lately, you're like 'Sorry, man, I can't.' Like, is there ever a time when you're not Spider-Man?"

"Look, I'm sorry, Ned, but I already planned to go out tonight," he said. "You know I love hanging out with you, but I need to start acting like an Avenger if I'm ever going to get a chance to be one after I graduate."

"And I understand that," Ned retorted. "But do you really think being on the job 24/7 is the answer? Like, I'm sure even Mr. Stark takes breaks once in awhile."

"I mean, he probably does…" Peter trailed off, not knowing what else to say. "…But it's just something I gotta do, you know, for the good of the people."

Ned shook his head, realizing that he wasn't getting to his friend, and if there was anything he knew about his heroic friend, it was that he was stubborn. Meaning, once he had his mind set on something, it was nearly impossible to talk him out of it,

"Fine, just go," Ned sighed in defeat. "It'd just be nice to, ya know, have a normal best friend for once."

Even though he knew that it wasn't in his friend's heart to be vindictive towards him, the words stung a bit. If he was being honest with himself, Peter knew that he had been distant lately. Even though he was no longer labeled as a loser (perks of not being an underclassman anymore), he was finding it harder to socialize with his peers nowadays. But if there was one person he couldn't afford to lose, it was Ned. The larger kid had been his one and only friend since middle school, and had helped him through some pretty rough times. Especially when he was trying to defeat the Vulture, Ned had been the one guiding him from his seat at the computer, and had even saved his life during that confrontation at homecoming last year.

There was no doubt about it: Ned was his wingman, more importantly, his best friend, and he wasn't going to lose him just because he was more focused on his hero duties.

"Hey, it's okay, buddy, how about we hang out this weekend," he suggested, trying to salvage what enthusiasm he had drained out of his friend. "We could hang out at my house and have pizza or something, and maybe we could build the Death Star then, if you can wait that long."

Even though his shoulders were still slouched in disappointment, Peter swore he saw a glint of excitement flicker in his friend's eyes.

"You mean it?" he asked.

"Duh, of course I mean it!" Peter exclaimed, clapping his friend on the back. "So, whaddya say? You in?"

A large grin spread across the kid's round face. "You know I'm in," he said. "You're combining my two favorite things: food and Legos. What else could a man want?"

A look of sadness flashed across the young hero's face as a saddening thought crossed his mind, but he quickly brushed it aside before his friend could notice.

"Cool," he said. "Just remember: my house. Three o' clock. Saturday. Got it?"

Ned nodded. "I'll be there."

"Awesome."

See? He could juggle being a hero, and a friend.

As if on cue, the warning bell rang, indicating that first period was about to start.

Not wanting to be late for class, Ned gave his friend a quick wave before heading his separate way.

"Alright, I'll see you around, man," he said, turning to go to his first period class.

Breaking free from his thoughts, Peter shook his head, only to see his friend leaving.

"Uh, see ya, man!" he called, returning the wave.

Once the larger kid was completely out of sight, Peter let out a small sigh of relief. Trying to balance his friendship with Ned and his role as Spiderman was proving to be a lot more difficult than he had previously thought, not to mention the crap-ton of schoolwork he had to do.

He was just a junior in high school, yet, he was already being bombarded with college ads in the mail, plus, he was constantly being reminded of the SAT tests that were coming up in the spring. It was like there was no time anymore to have an alter ego. But if he wanted to be a real Avenger, he needed to prioritize his heroic duties first, and be on call at all times of the day, in order to prove that was worthy of becoming an Avenger by the time he graduated high school.

Since he was not on planning on attending college, he had to become Avenger; otherwise, he had no future. And while, Mr. Stark had already told time he would have no trouble being accepted into the team, he knew that the iron hero had high expectations, therefore, Peter knew that he needed to work as hard as he could to be Avenger, even if it meant sacrificing some quality time with his friend.

Nonetheless, he was going to hold Ned to that promise. Nothing in this world was going to prevent him from spending time with his best friend (unless it was an alien invasion, then he might need to cancel), but other than that, he was going to follow through.


	2. Chapter 2

**Hey everyone! As you can see, I've been taking a break from my other stories and began writing this one. I was inspired to write this one after I saw Spider-Man: Homecoming last summer (which was awesome, by the way). Personally, I prefer Tom Holland's portrayal of Spider-Man more so than Andrew Garfield's. Both were great Spider-Man's (Men?), don't get me wrong, but I think the new Spider-Man's personality is closer to the Spider-Man in the original comics. He's young, he's quirky, he's fun, he's adorable...I may have a bias just because I love Tom Holland, lol. Andrew Garfield did a great job playing the more "darker" side of Spider-Man, and I liked how his movies actually showed how he became Spider-Man and how Uncle Ben died, etc. Not to mention how they continued the storyline of Oscorp and the Lizard, which was good, in my opinion. Therefore, I can't really make an equal comparison of the two, since they seem to be in entirely different universes altogether. I love Andrew Garfield's Spider-Man, but I really enjoy the "lighter," more "youthful" Spider-Man that Tom Holland portrays, which is why I decided to write a story set in his Spider-Man universe. No commentary on Toby McGuire's Spider-Man. He is, and always will be the original Spider-Man, therefore, I will not go there, haha. Let's just say he's awesome, too.**

 **Anyways, sorry for my rambling and I hope you enjoy the story. I will definitely be trying to update my other stories as well. I'm kind of multi-tasking with my favorite shows right now, lol, but I am planning on finishing them someday before I die, so be on the lookout for those. Without further ado, here's Spider-Man.**

* * *

A masked hero sat perched on the roof of a tall building, gazing out at the city of Queens.

Before he had taken a break from his patrolling, Spider-Man, well, Peter, had picked a sandwich from his favorite sandwich shop, in order to quiet his rumbling stomach. His lunch period had been five hours ago, and, as usual, the cafeteria food wasn't that good, therefore, it was about time he had some sustenance.

Within the past hour, he had stopped two bank robberies, which had been totally easy, nothing too exciting. No alien weapons—just a few commoner bad guys with a thirst for money. That was it. Nonetheless, he had called Happy to let him know his crime-fighting status, just in case it got back to Mr. Stark.

While Mr. Stark would say it was an accomplishment for the "neighborhood-friendly Spider-Man," he couldn't help but feel disappointed at the lack of crime in the city recently. Of course, he knew that was silly, and selfish, since a lack of crime meant a lesser chance people were getting hurt, and he didn't want anyone to be in harm's way, ever. Yet, he couldn't help but find the lack of activity…boring.

He knew that his patrol this afternoon had resulted in two more foiled crimes than usual. He should've proud, but, in all honesty, he wasn't.

He looked to the old Avengers tower, which was now abandoned, and had been empty since the superhero team had relocated. It was crazy to think how much had changed since then. Within the past year, he had gotten a new suit, become an active member in the academic decathlon team again, and, most of all, his first real crush had moved away to Oregon.

He couldn't deny that Liz Allan was beautiful—hands down the most perfect girl at Midtown. Aside from the minor detail that her dad was a psycho-crazed villain that had run an underground weapon business, Liz herself was perfect. And the best part had been that the feeling had been mutual, that is until had had ditched her at homecoming to chase her dad down. That had been pretty crummy of him to do that, especially since she hadn't known that was Spiderman. He felt bad, but in the end, he knew that he had done the right thing.

Yet, sometimes, he couldn't help but wonder what it would have been like if he had let her father go and stayed at the dance. He remembered quite vividly in his mind how she had leaned in, almost as if she had been going to kiss him.

He closed his eyes, smiling as he recalled the memory..

If she had stayed, he probably would've told her he was Spider-Man, eventually. He didn't doubt for a second that he would have at least considered it. After the way he had treated her, she deserved to know the truth. Ned knew, so it wasn't like she would be the first person he ever told. Plus, his Aunt May knew know, so basically everyone closest to him knew his secret. Liz would have been no different.

If she had known, maybe they would have remained friends—maybe she even would have kept in touch with him after she had moved away. If she known, maybe she wouldn't have hated him, like she probably did now.

He shook his head. There were many things he should be grateful for: his aunt, his friend Ned, Mr. Stark, Mr. Happy, the Avengers, even the new suit that Mr. Stark made for him. He had a lot of things going for him—it was petty to be upset about losing a girl he had been on one date with, not even a full date, for that matter. But Liz had been his whole world since he had entered high school. And now she was gone.

And while he had been reassured many times that he would find someone that he felt the same way for, he couldn't ignore the small voice in the back of his mind that kept insisting he would never find someone as great as Liz Allan. To him, she would always be the most amazing girl in the world, and the only girl he could ever fancy.

He watched the sun as it began to disappear behind the old Avengers tower, indicating it was around six o'clock. He supposed that he should start thinking about heading home, since Aunt May would be wondering where he was. Since he had been living with her, she had made it tradition for them to eat dinner together every evening. Not that he minded, but it did certainly put a deadline on his patrol. Though it was moderately inconvenient, he knew she was trying her best, which was the most important thing. After all she had been through, he was glad he could make her happy.

He stood up to retrieve his backpack and go change into his normal clothes, when he suddenly, he heard a rustling noise from behind him.

Instinctually, he whirled around, only to find that no one was there. The setting sun casted weird shadows against the neighboring buildings, and for some reason he felt a slight wave of uneasiness wash over him.

"Hello?" he called, his voice coming out almost as a whisper.

The lack of response told him that, indeed, he was alone. It must've been my imagination, he thought.

He scanned the surrounding rooftops a couple more times before he picked up his backpack and slung it over his shoulder, ready to make his short journey home.

* * *

The next day at school, Peter walked through the hallway, in search of his best friend, Ned.

After his strange experience on the rooftop, everything had proceeded as a normal evening. He had, as usual, a lovely dinner with Aunt May at the nearby Thai restaurant. After that, they had returned back to the apartment and he had spent the remainder of the evening finishing his homework, at least attempting to finish his homework. No matter how hard he tried, he couldn't shake the feeling that someone was watching him.

As he had concluded before, no one had been on the rooftop with him. The noise he had heard must have been the wind or something of that nature. Nothing out of the ordinary.

Nonetheless, a part of him wanted to confide in Ned, and ask for a second opinion. Normally, he wouldn't be so spooked by something so small, but ever since Mr. Allan had discovered his secret, and his family had moved away, he had been extra paranoid about anyone else finding out about his secret identity and hunting him down.

He knew it was silly, since the probability that Mr. Allan would have the chance to tell anyone about him was pretty slim, but he couldn't deny the possibility.

Soon enough, he found his friend standing at his locker, gathering his books for his first period class.

"Hey, Ned."

Hearing his friend's voice, Ned turned to see Peter approach him.

"Hey, man," he answered, slamming the locker door shut. "How was your patrol yesterday?"

Clearly, it was no mystery to Ned what Peter had been doing yesterday, approximately from 3 to 6pm yesterday evening.

Peter rubbed the back of his head awkwardly. "Eh, it was good," he said. "But, hey, listen, there's something I have to tell you."

"Me too," Ned said, tugging at his friend's arm, forcing him to come closer.

"Hey…" Peter was about to protest, until he noticed that the dark-haired boy was frantically looking around, as though there was something huge he needed to get off his chest.

When he was sure no one was earshot, he leaned into his friend's ear, obviously worked up about something secretive.

"You know that Oscorp was broken into last night?" he asked, lowering his voice to a whisper.

Peter blinked, processing his friend's question. He recognized the name.

"You mean that science company that's just down the street from the old Avengers tower?" he asked. He didn't understand what the billion-dollar corporation had to do with anything.

Ned nodded. "Yeah. Apparently some serum, worth a ton of money, was stolen from one of the tech labs. No one knows who did it, except security cameras picked up some dude wearing a metal suit."

Peter's eyes widened. "No way. How'd you find this out?"

Ned took a step back, staring at him as if he were crazy. "Dude, it was all over the news this morning. Don't you watch the news, Peter?"

The brunette boy shrugged. "I mean, I guess was busy doing homework."

Ned shook his head, amused by his quirky friend's behavior. "Bro, you're the only hero I know who doesn't watch the news."

"Ignoring the fact that I'm the _only_ hero you know," Peter remarked, a small smirk tugging on the corner of his lips.

As soon as the words left his mouth, the teen froze, recalling an important detail from last night.

"Wait, but I saw the tower…." he trailed off, struggling to make sense of this new information. "I-I was sitting on the roof of Oscorp. There was nothing going on there, except…" He paused.

The young hero's silence did not go unnoticed by his curious friend.

"Except what, Peter?" he asked, growing uneasy by his friend's lack of response.

Freeing himself from his thoughts, Peter turned to the Ned, newfound concern shining in his dark brown eyes.

"Dude, something weird happened yesterday, and I thought it was all in my head, but…"

Before he could finish, however, he was interrupted by a rough nudge against his shoulder.

He turned to see who had bumped into him, and was surprised, if not startled, by what he saw.

"Outta my way, boys," a female voice said.

The voice belonged to none other than his friend Michelle, the quirky yet cool-headed girl, who was now the leader of the academic decathlon team.

"Hey, Michelle," Peter said, taking a step back in order to make room for her. Since it was getting closer to the start of first period, the halls were starting to fill up, making it difficult for anyone to move anywhere.

"MJ, Peter. MJ," she said, reminding him she preferred her friends to call her by her nickname.

As she passed, he felt Ned give him a slight nudge.

"Peter…"

Seeing the larger kid's eyes were fixated on something, Peter turned to see what his friend was looking at, and what he saw made him do a double take.

Following Michelle was a girl Peter had never seen before. From what he could see, she was wearing a baseball cap with two blonde braids hanging past her shoulders.

"Who's that?" Ned asked out loud.

"Don't know," Peter answered, his eyes remaining on the girls' backs as they passed, wondering what her story was.

Like all school days, the bell was enough to bring him back to reality as he peeled his eyes away from the female students and bid his friend farewell.

"We'll talk later," Peter said.

Giving his friend a fist bump, Ned nodded.

"See you in class, man."


	3. Chapter 3

Third period did not come soon enough for Peter, who had spent his previous two class periods in math and in English, both of which were not fun subjects at all.

His third class of the day was science, which was actually tolerable, considering he usually spent most of the hour making his own spider web fluid when his teacher wasn't looking. Like last year, he and Ned were in the same science class again, which made it even better.

At the start of every class period, Mr. Braun would stand in front of the classroom with a clipboard and take attendance.

"Leeds?"

Ned sat boredly with his fist propped up under his chin, looking extremely unenthusiastic with the usual routine.

"Here."

"Parker?"

"Here."

"Thompson?"

Flash glanced back at the young hero and smirked before responding to the teacher's call.

"Here."

"Briggman?"

Peter frowned, puzzled by the unfamiliar-sounding name. Even more noticeable, it was not in alphabetical order.

Like him, many of the standards glanced curiously around the room, trying to identify the source of the name.

"Here."

Peter and Ned turned around to see the same girl they had seen earlier sitting the back of the classroom, looking slightly uncomfortable as thirty pairs of eyes rested on her.

"Oh, I forgot to mention that we have a new student," Mr. Braun said, motioning towards the girl. "Everyone, say hello to Sarah Briggman."

"Dude, that's the girl we saw earlier," Ned whispered to Peter.

The brown-haired boy nodded before he turned around to face the front of the classroom, staring down at their lab table in thought.

"Tell us a little about yourself, Sarah," Mr. Braun encouraged, politely lowering his clipboard to give the female student his undivided attention. "Where are you from?"

"Uh, I'm from Oregon," the girl answered.

Immediately, Peter's ears perked up. Oregon was where Liz and her mom had moved.

"And what brings you to Queens?" the teacher asked.

The girl glanced around at the other students who continued to eye her curiously. "My dad just got a job here," she explained. "He works at Oscorp now."

Mr. Braun nodded, clearly intrigued by this new piece of information.

"Well, it is a pleasure to have you here, Sarah."

Meanwhile, Ned shared a look with Peter, who had also found the girl's story interesting as well. If he worked for Oscorp, then maybe he knew something about the weird break-in that had happened last night.

Needless to say, both Ned and Peter wanted to know more about this Sarah character.

* * *

"Oh my gosh, can you believe this?" Ned asked.

As soon as third period was over, he and Peter had quickly rushed out of the classroom, only to pull the smaller teen aside and freak out over their latest discovery.

"Dude, I know. It's crazy," Peter answered, politely backing away from his overexcited friend.

"Can you imagine? Sarah's dad works at Oscorp."

Peter rolled eyes. "Ned, a lot of people work at Oscorp."

"Yeah, but this is the new girl's dad," Ned pressed, not understanding why Peter wasn't sharing the same level of enthusiasm. "And, plus, she's cute."

Peter sighed.

"Dude, why aren't you over-the-moon about this?"

"Because…" Peter paused, taking a deep breath before continuing. "…I-I don't know, Ned, it's just…I feel like the universe is trying to get back at me."

"What do you mean?" Ned asked, frowning.

"It's just, you know, Liz moved to Oregon."

"Yeah?"

"And Sarah's from Oregon."

"So?"

"So, I don't think that's a sign that I should get to know her."

"Dude…" Ned pinched the bridge of his nose in exasperation. "I get it. Liz was great. But you gotta move on, bro. What if Sarah's The One?"

Still, Peter looked skeptical.

"I'll think about it," he declared half-heartedly, shrugging.

Ned shook his head in disbelief.

"Hey, if you're not gonna make a move, I will."

"You guys talkin' about Sarah?"

The boys whirled around to see Michelle standing behind them.

"Pssh, no. Who's Sarah?" Ned said quickly, folding his arms in a not-so-casual manner.

Michelle raised an eyebrow, yet she continued.

'The new girl that just moved here. She's really nice. You should meet her."

Ned exchanged uncertain glances with Peter before answering.

"Uh, we'd love to," the larger teen said, earning a nudge in the ribs from his friend.

The curly-haired girl smirked.

"Well, you guys are in luck, because I'm showing her around today," she said.

Ned and Peter glanced behind her, expecting to see the blonde-haired beauty herself, however, there was no one following their brunette friend.

"Where is she then?" Ned asked, frowning.

"She's getting her schedule changed. I'm supposed to meet her after next period to pick her up," Michelle explained. "She said she's looking for some nice people to hang out with."

"We're nice. We're very nice-" Ned started, however, Peter shot a glare in his direction, silencing him.

"Awesome," Michelle answered, "So, do you guys wanna sit together at lunch?"

"Uh, yeah," Ned said, as if it was the silliest question he had ever heard.

"Peter?"

The young man lifted his head to meet her gaze. "Uh, yeah," he said, nodding quickly. Truth was, he had been spacing out.

"Great, see you guys at lunch then."

Ned watched as she turned to leave, dumbstruck as he tried to process what had just occurred.

"Dude, what just happened?" he asked, turning to his friend.

Peter, who had recovered more quickly from their conversation with Michelle, put a comforting hand on his friend's shoulder.

"I think we're meeting Sarah."

* * *

"So you think there was someone watching you?" Ned asked.

Peter agitatedly ran hand through his hair.

"I-I don't know. I thought I heard something, but when I looked, nothing was there."

It was lunchtime, meaning that Ned and Peter (mostly Ned) were waiting anxiously for Michelle and Sarah to arrive.

Peter had started to explain last period during their gym class about the strange rooftop experience he had yesterday during his patrol. However, since gym was usually an active class and there was not a whole lot of time to carry a long conversation, he had waited until the beginning of lunch to relay the story to Ned, who could only shake his head in amazement.

"Peter, either you're tripping really bad, or there's something extremely weird going on."

"I know, man," Peter answered. "I just think it can't be a coincidence, you know?"

A moment of silence passed before spotted Michelle and a light-haired female making their way across the lunchroom.

"Look, there's MJ."

"And Sarah," Peter added, giving Ned a knowing smirk, which he chose to ignore.

"Hey guys," Michelle said as they approached the table.

"Hey, Michelle," Peter said, flashing her a friendly grin.

Pursing her lips in disapproval, Michelle placed a hand on her hips. "How many times do I have to tell you, Peter?"

Realizing his mistake, Peter quickly shook his head. "Sorry. MJ."

"So, who's you're friend?" Ned asked, lifting his chin as he struggled to peer over the brunette's shoulder at the girl of interest.

Michelle gracefully took a step aside to reveal the new girl. Ned's jaw practically dropped to the floor as he saw her for the first time up close. While she wasn't a supermodel, she was undeniably pretty. Her blonde braids were quite noticeable against a dark blue sweatshirt, which was topped off with a grey baseball cap, partially concealing two vibrant blue eyes.

Even Peter found himself admiring her as she shyly gave the boys a slight nod, acknowledging their presence.

"Guys, this is Sarah."

"Hi," she said, giving the two a warm smile. It must've been his imagination, but Peter swore he could feel his face growing warm, as though he were…blushing.

"And Sarah, these are my friends," she said, motioning towards the boys. "Peter and Ned."

"Well, It's very nice to meet you, Sarah," Ned said, politely outstretching a hand, which the girl graciously took.

"It's nice to meet you, too."

After she shook Ned's hand, she reached out to shake Peter's hand.

With some hesitancy, Peter relented and shook the girl's hand. As soon as their hands touched, Sarah immediately noticed the strong grip the thinner teen had. It was almost abnormal for a boy his size to have such a firm handshake.

"It's nice to meet you, Peter."

She instantly locked eyes with the young man, whose chocolate-brown eyes shone with kindness and humility. They were almost doe-like—wide-eyed and innocent.

She realized she had been holding her breath for a good ten seconds before she let out a soft exhale, and reluctantly let go of the boy's hand before sitting down at the table alongside Michelle.

"So, what's the special for today?" Michelle asked, glancing at the two boys. "Meatloaf? Hot dog?"

"It's, uh, beef stroganoff, I think," Peter answered.

Michelle crinkled her nose. "Stroganoff—that's a funny name. Stroganoff…"

To Peter and Ned's confusion, Michelle began repeating the name to herself, trying to decide if the lunchroom was special sounded appetizing or not.

"So, Sarah," Ned began, as the boys ignored their female friend's quirky antics, "how are you liking Midtown so far?"

Sarah considered the boy's question for a moment before answering. "I like it," she said. "Before I came here, I used to go to a public school in Oregon."

Once again, the mention of Oregon made Peter's ears involuntarily perk up again.

"And do you like it there?" Ned asked.

Sarah shrugged. "Yeah. It's okay, I guess. It's pretty much the same as here, though. Although the weather there is a little too gloomy for me sometimes."

"I feel that," Ned said, nodding. "It can get that way around here too. But I guess, overall, it's the people that provide the sunshine, right?"

Sarah smiled, giving the larger boy a warm, fuzzy feeling in his chest.

"I think I'll try the stroganoff," Michelle finally declared, standing up abruptly from her seat. "You wanna come with?" she asked,

Sarah glanced at the two boys and shook her head. "I think I'll pass." To be honest, she wasn't that hungry anyways.

Michelle shrugged. "Suit yourself," she said. "I'll be back."

After Michelle had disappeared into the lunch line, Ned took the opportunity to confront her about the interesting piece of information she had relayed to Mr. Braun earlier that morning.

"So your dad works at Oscorp?" Ned asked. "Peter and I—we're in your chemistry class, and we remembered you telling Mr. Braun that."

Sarah's eyes widened, realizing that she had seen the two boys in her third period class. "Oh, yeah, I remember seeing you guys," she said. "And yeah, he used to be an editor back at home, but then he got promoted to project manager in the actual facility, which is why we moved."

She wasn't sure why Oscorp was such a relevant topic of discussion, at least to her peers. However, they were in a science school, so she guessed she shouldn't have been surprised that her fellow students would take an interest in science-related subjects.

"Did you hear about the break-in last night?" Ned asked, lowering his voice slightly.

Sarah frowned, trying to recall when she heard about a supposed 'break-in' at the company.

"My dad said something about a breach in security to my mom when he left for this morning. He seemed kind of grumpy, so maybe that's why he was like that."

"So you don't know anything about who it was, or what it was that was stolen? Anything?" Peter interjected.

Sarah shook her head. "I doubt I'll hear much about it, since those things are top secret."

"What's top secret?" Michelle asked as she plopped down next to Sarah, with beef stroganoff prominently displayed on her lunch tray.

Sarah exchanged uncertain glances with the boys, who shrugged. It couldn't hurt to tell Michelle, right?

"The thing at Oscorp that was on the news this morning."

"Oh, yeah, I heard about that," Michelle said, taking a bite of her lunch. "They said it would cost the company millions of dollars if they couldn't recover what was stolen.

"Which could cost my dad his job," Sarah muttered under her breath. Just the possibility of having to move again made her stomach drop. She had just started her first day, had already made some friends, and yet there was a chance she would have to leave them if her dad got fired. What a great house-warming gift.

"I'm sure it'll all work out," Michelle said, giving her friend a comforting pat on the shoulder. "Many companies have problems like this from time to time, yet employees manage to stay there for years and years and years."

Ned nodded in agreement. "And if there's anyone who can solve the crime, it's Spider-Man."

The name of the infamous superhero caught the blonde by surprise. "What?"

Ned opened his mouth to correct his mistake, however, Peter jumped in before his friend could blurt out any more confidential information.

"He means, we'll look into it," Peter finished.

"Ha, what could you guys possibly do about it?" Michelle interjected, folding her arms in a skeptical manner.

Peter shifted his gaze towards his friend, who tried to play it off casually. "I mean, we're not the best detectives, but we can try to figure it out."

"That's cool of you guys," Sarah said, earning a look of surprise from her brunette friend. "It's great that you wanna try and help. If I tried to do that, I doubt I'd get anywhere."

"Maybe you're just not looking in the right place. Peter and I have been doing this detective thing for years," he said, putting an arm around the smaller boy's shoulders. "Right, Peter?"

Peter rolled his eyes, clearly unimpressed with his friend's theatrics.

"Since the day I was born."


	4. Chapter 4

"Sarah seems nice," Ned said as he and Peter walked home from school later that afternoon.

"Very nice," Peter agreed, nodding.

Ned suddenly stopped walking and turned to face Peter, wearing an expectant look on his face.

"So…?" he said, causing Peter to frown in confusion.

"So what?"

Ned's eyes widened. "Are you gonna ask her out?"

Peter sighed, shaking his head.

"Ned, I told you, I'm not looking for a relationship right now."

"Aw, why not?"

Peter rolled his eyes, clearly annoyed by his friend's persistence about asking out some girl that they just met.

"Why don't you ask her out then if you like her so much?"

His response caught Ned by surprise, but the larger boy quickly recovered as he authoritatively placed his hands on his hips.

"Maybe I will."

Peter rolled his eyes, knowing full well that if his friend ever even gathered up the courage to approach a girl with asking her out in mind, he'd probably chicken out at the very last second.

"Maybe we should be focusing more on Oscorp," the brunette suggested, hoping to change the subject.

Ned shook his head, immediately turning serious. "You're right," he said, as the two began to walk again. "So, what do we know about Oscorp?"

Peter shrugged. "Well, we know that it's a place that's known for making cool science stuff."

"To put it simply," Ned scoffed, amused by his friend's juvenile description. "I mean, what is so important that someone would want to take something from there?"

"They make lots of things," Peter answered. "Technology, medicine—a bunch of cool stuff."

"But the news said that it was a serum that was stolen," Ned reminded him. "So it must be a medicine of some kind."

"Good point," Peter said. "But why would a bad guy want something that could help people?"

"Because…" Ned began, struggling to come up with some sort of explanation. "He or she is actually a doctor?"

Peter gave his friend a look, causing the dark-haired boy to pinch his nose in exasperation.

"I don't know, man," he said. "There's just a lot that we don't know yet. Man, I wish Tony Stark were here. Maybe he could help us figure this out."

Peter nodded. "I know. But knowing Mr. Stark, he's probably extremely busy. Plus, I kind of wanna prove to him that I can do this hero thing on my own, ya know?"

"Yeah, I hear that," Ned agreed. "But we need some kind of direction."

Peter glanced down at the ground, trying to organize his thoughts. "We need to figure out what was taken. That should be our first step."

"Agreed. Maybe we can get Sarah to ask her dad about it," Ned suggested.

The brunette boy frowned, clearly skeptical about the idea.

"I doubt he would tell her," Peter said. "She said that the information was classified."

The friends walked in silence for a minute, wracking their brains to try and figure out a strategy.

"However…" he started. "Maybe the company wouldn't mind explaining a little to a certain friendly neighborhood hero."

This time, it was Ned who gave Peter a skeptical look.

"Spider-Man? Really, dude?"

"Yeah," Peter said, the enthusiasm growing in his voice. "I mean, come on, Ned. Everyone knows that Spider-Man works with the Avengers. I feel like they would talk to me."

Ned shrugged. "It's worth a shot, I guess, since we don't really have many other options."

A smirk slowly spread across the smaller boy's face. "Trust me, Ned. If no one else can get the authorities talking, the funny and extremely personable neighborhood Spider-Man will."

* * *

"Hey, Mr. Stark. It's Peter. Parker. Peter Parker, sir," the young hero rambled as he spoke into his cell phone. "Just wanted to give you an update. So far, no crimes here in Queens. I stopped a couple of bank robbers earlier this week. It was no big deal, I totally whipped their butts…"

From behind the mask, the young hero's eyes widened, realizing he was probably sounding extremely unprofessional.

"I'm sorry, that was inappropriate. I don't know if we're on that level yet. I hope so, since we've worked together and I'm planning on becoming an Avenger…and now I'm just rambling…" he trailed off, mentally kicking himself for sounding like such an idiot to his mentor on the phone.

"Anyways, everything's good here," he concluded. "And if anything happens, I'll put a stop to it. I promise."

Slowly pulling the phone away from his ear, Spider-Man pushed a button, ending his voicemail to Mr. Stark.

Letting out a sigh, the masked Peter Parker watched the sun slowly fall behind the old Avengers building. He desperately wanted to please Mr. Stark and to prove that he was ready to become an Avenger. He wanted his mentor to stop treating him like a kid and to be seen as a valuable asset to the team. And while the iron man had seemed to loosen the reins on him a little since last year's battle with the Falcon, he wanted to be treated as his equal, not just a kid he used to babysit.

He knew that the Oscorp incident would be the perfect opportunity to achieve his full-time status as an Avenger. If he were able to handle this case, then maybe Mr. Stark and the rest of the team would finally start to take him seriously. Maybe he would then be invited on more missions before he graduated, preparing him for his fulltime employment.

He glanced down at his phone and saw it was already quarter to seven, meaning it was definitely time to start heading heading home.

Tomorrow, he would set up his meeting with the head of Oscorp, Norman Osborn. After doing a bit of research, he and Ned found that Oscorp Industries-the building he was sitting on top of currently-was a major research and manufacturing firm, and that Mr. Osborn was the company's leading scientist, specializing in cybernetics engineering. Peter hoped that maybe the CEO would be willing to share more about the technology that was created there, including the serum. Even at his young age, the superhero knew that if such advanced technology fell into the wrong hands, the outcome could be catastrophic.

With that, the hero slowly stood up from his sitting position, dusting the imaginary dirt off his suit. He would get to the bottom of it.

 _I'll prove to Mr. Stark I can do this on my own._

As soon as the thought crossed his mind, however, he heard a rustling noise from behind him. A normal person may not have been able to detect such a faint sound, but thanks to the radioactive spider that had bit him, Peter's senses were on high alert.

He whirled around just in time to see a shadow dart behind the roof access.

"Hey!" he shouted, as he sprung into action, racing towards in the direction the figure had gone.

When he rounded the corner of the structure, he was surprised to see the figure had already leaped onto the rooftop of the building next to Oscorp.

From behind, he could see the silhouette of the figure was that of a female, the last rays of sunlight illuminating what appeared to be a metallic suit with gold accents.

"I didn't even get your name!"

Using his quick reflexes, he shot a web at the next building and swung across the gap, landing in a graceful somersault onto the roof of the next building. He was determined to speak with this new acquaintance of his he had met the previous evening.

The mysterious figure turned around to watch him land on the same rooftop she was on, only for her to whip out some sort of weapon out and aim at him from over her shoulder.

"Whoa, hey! I was just trying to be friendly!" he exclaimed, as he narrowly missed a fatal beam of light.

The figure didn't respond; instead, it continued to leap from rooftop to rooftop, with him trailing close behind her.

"Haven't seen you around! I'm Spider-Man, by the way!"

To his surprise, he watched the figure jump off of the building they were currently on, likely after realizing that his insistence on pursuing her was not going to dwindle any time soon, and fell into the alley below.

When he reached the end of the rooftop, he peered over the edge to find that she was nowhere in sight.

Frowning, he carefully descended the building with his webs. Upon his descent, he was greeted by the darkness of the alley below, landing with a soft thump. Even with his spider-like abilities, it was difficult to make out his surroundings, as though everything was covered in a thick black veil.

Taking a small step forward, the hero tried to maintain his composure as he struggled to adjust to his dark surroundings.

"I just wanna talk," he stated calmly, in hopes that it might convince the masked figure to reveal herself to him.

Realistically, he knew a simple invitation would not be enough to lure someone out of hiding, especially if they were up to something they shouldn't be. After the way she had reacted, he doubted she had wanted to be seen.

He glanced around the area with caution, the deafening silence unnerving him.

 _I'm an Avenger, I'm an Avenger_... he recited to himself, attempting to calm his racing heartbeat. If she was still here, he wouldn't put it past her to jump out at him and shoot him with that laser-thing she had fired at him.

Thet sound of movement caused him to whirl around abruptly, his defense-mode kicking into overdrive as he assumed a fighting stance. Instead of the figure, however, he found a pair of bright green eyes watching him, belonging to a large black cat. He sighed, a strange mix of relief and disappointment washing over him.

She was gone, for now.

Peter knew his aunt May would start worrying if he didn't come home soon, and he figured it was useless to try and find the mysterious figure without having any leads as to where she went.

If he didn't catch her today, he had a feeling that he would be seeing her again, maybe sooner than he was planning on.

"At least now I know it wasn't my imagination," he muttered under his breath.

Glancing over his shoulder one last time, the young hero turned to head home. He reminded himself to not let the events of the past hour distract him too much. First step was to talk to Mr. Osborn, then he would go from there.

He would keep his promise to Mr. Stark. If anything strange was going on, which was beginning to seem like a strong possibility, then he would put a stop to it.


	5. Chapter 5

**Hey everyone, I'm back with another chapter! I know it's been a few months since I last updated. I'm gonna try to post more often from now on. I've just been caught up with work and writer's block, not to mention I have like three other stories I'm trying to write right now, so it's been kind of a struggle, haha.**

 **I wanted to address a couple things about the plot of this story. First of all, by no means am I a comic book expert, meaning there may be some details of the Spider-Man comics that I will leave out or alter to fit the story better. I've done a bit of research on some of the villains and characters in the Spider-Man comics, more specifically Oscorp and Norman Osborn** **and Harry Osborn. In my story, Harry Osborn will hardly be mentioned, since he's not a vital character to my plot, personally, and Norman Osborn has not become The Goblin at this point in time. Just thought I'd throw that out there.**

 **I also want to address the fact that Spider-Man: Homecoming never explained the circumstances in which Peter was bitten by the radioactive spider. Therefore, to fit my story's purposes, Spider-Man is basically unaware of how he got his powers. All he knows is that something bit him and he gained powers. A** **s one can imagine, I've found it k** **ind of difficult to find a good balance between universes because I'm trying to incorporate some elements of McGuire's and Garfield's Spider-Man(Men?) in the story, but also keep the setting in Tom Holland's Marvel Spider-Man universe. So bear with me, I guess. So far, I think I've done a pretty good job of keeping him true to character, but I just wanted to let my readers know ahead of time.**

 **So now, with that long disclaimer out of the way, enjoy!**

* * *

"Thanks for coming in, Mr. Spider-Man," a man's voice said as he led Peter, who was now dressed as Spider-Man, through the various departments at Oscorp Industries.

"Oh no, the pleasure's all mine, Mr. Osborn," Spider-Man said, observing the activity going on around him.

From the hero's point of view, everything appeared to be business as usual. On every side of him, people were mindlessly bustling around, carrying out their daily duties as employees of the massive corporation. There was not a single individual who appeared to be resting, or even taking a break for that matter. They were all too busy trying to complete their assigned tasks that all they could muster was a slight nod of acknowledgement to their superior as they darted past Mr. Osborn and him.

It was like he didn't exist to any of them. And he certainly stood out, with his vibrant red and blue costume and all.

"Everyone seems really busy," he remarked, watching the workers whizz by.

Mr. Osborn nodded. "There's much to be done," he said, leading Peter through a sliding glass door.

Once the hero stepped inside, he was awestruck at how futuristic the room looked, as if it was straight out of a science fiction movie. Every square foot of the place was taken up by equipment, including machines with blinking colored lights, test tubes, flasks, microscopes-basically anything remotely related to science was in that room. A chemist's playground.

"This is where the real magic happens," Mr. Osborn explained, motioning towards different areas of the room.

"Wow," Spider-Man whistled, taking in the scene before him.

"Impressive, isn't it?" the older man asked, smirking proudly at the young hero's astonishment. "It took years for the company to look like this, but there's no question that the wait was worth it."

In the midst of the CEO's monologue, Spider-Man's gaze moved towards one area of the room in particular. There, near the left side of the room, surrounded by different kinds of equipment, stood a large glass case. But there was something in particular about the case that had caught his eye. He could've sworn he was seeing movement inside the case.

Without thinking, Spider-Man began to approach the case, with Mr. Osborn studying him curiously.

When he got close enough, the sight of what was actually in the case made the young hero freeze. Encased in their glass chamber were hundreds, if not thousands of tiny spiders.

"What is that?" Spider-Man asked, his expression of bewilderment and disgust.

"Ah, yes. This, Mr. Spider-Man is our latest, and probably our most greatest project to date," Mr. Osborn replied. "As I mentioned before, the serum, which contains both artificial and naturally-derived components, was created by extracting DNA from different organisms, and was designed to increase an individual's speed, strength and stamina. A glorified steroid, perhaps."

"Like spiders?" Spider-Man asked, curiously pressing his forehead to the glass to peer closer at the arachnids. Though, there was something different about these spiders. Once every few seconds Spider-Man would see a tiny spark emanate from a spider's body, as though they were supercharged or something.

Mr. Osborn nodded. "We used a variety of organisms, however, arachnids have been our greatest success so far. In fact, we have tested prototypes of the serum, made with spider DNA, and have injected it into the spiders themselves. The result? Super-spiders."

"So they're like me then," Spider-Man mused, talking more to himself than Mr. Osborn. "Hey little guys, bet you didn't know you take after a superhero, huh?"

He wasn't sure what had triggered the thought, whether it was hearing the words out loud or the sight of the tiny enhanced arachnids, but the young hero's adulation of the spiders immediately ceased as the realization dawned on him that maybe, just maybe, he had encountered these spiders before. More specifically, these were the spiders that had bitten him and had given him his superhuman abilities in the first place.

He hadn't actually seen the spider bite him, but he knew from the bite mark on his hand that it had been a spider. And just how an ordinary spider could've given him superpowers had been unexplainable by him and Ned until now.

This was only further confirmed by the young hero as Mr. Osborn took his silence as an opportunity to divulge more information about the history of his latest project.

"We used to keep the spiders in a simple aquarium. However, a couple years ago we had an incident where we believed some had been released into the wild on accident. Thankfully, we haven't heard any stories of anyone running into them on the streets. Who knows what might've happened if someone had been bitten by these things?"

"Yeah..." Spider-Man trailed off, feeling a sickening knot tighten in his stomach. "...good thing."

Wait 'til Ned hears about this, he thought.

"Anyways," the CEO continued. "The serum that was stolen is only in its early stages, and in wrong hands, could be dangerous."

The mention of danger made Peter's head snap away from the glass and meet the older man's ominous gaze.

"How dangerous?"

Mr. Osborn's eyes darkened. "Extremely dangerous," he answered. "Now, I'm not one to get involved with the superhero crowd, per say, but we could be looking at people's lives here. Not to mention the amount of money we'll be sued for if something goes awry. I'm putting my faith in you, Spider-Man, that you will find whoever's responsible and get that serum."

The young hero nodded. "Yes sir," he said, giving the CEO a small salute. "You picked the right person for the job."

* * *

"So, mind explaining why you were late to school again this morning?" Aunt May asked as she and Peter sat at the dinner table in their cozy apartment. Since the middle-aged woman's cooking skills were less-than-stellar, she had opted for a microwave meal. While she had selected a Slim Pickin's dish for her dinner, Peter's had chosen microwave mac-n-cheese.

He almost wished that they had gone out to eat for dinner, so his aunt wouldn't have been able to interrogate him so freely as she could now.

"Um, the bus stopped working?" Peter offered lamely, though she could see right through his excuse.

"Peter, this is the fourth time this year you've been late to school this year because of the whole Spider-Man thing. I know it's your junior year and you're still trying to balance your real life and your superhero life with Tony Stark, but school comes first."

"I know, I know," Peter said, boredly stirring his mac-n-cheese with his spoon. "But today was important. I had a meeting with Mr. Osborn, the guy from Oscorp."

Aunt May tilted her head curiously. "Is this about the thing that was stolen from Oscorp a couple days ago?"

"Yeah," Peter answered, his eyes flickering with enthusiasm. "Apparently the thing was a serum that can increase a person's speed, stamina and strength."

His guardian cocked a brow skeptically. "Really? I thought that kind of thing only happened in movies."

"I did too, but Mr. Osborn showed me all the machines and stuff they used to make it. It's legit."

"Interesting."

"Yeah, and I also found out how I got my powers. Apparently I was bitten by some decked-out spider that was made by the company."

"That's comforting to hear," the petite older woman responded dryly, shaking her head. "I don't know, Peter. Sounds kinda risky to be poking your nose in there."

"Don't worry, Aunt May, I know what I'm getting into," he insisted, though his voice verged on the higher side, reminding his aunt that he was still just a kid. "I'll be really careful, I promise."

An uncomfortable silence fell upon the dinner table, mainly for Peter, who awkwardly shifted in his seat, internally begging for his aunt to say something. Instead, she continued to eye him curiously, no doubt sizing him up for the huge undertaking he so desperately wanted to bear.

A good minute passed before she let out a small sigh, meeting her nephew's gaze.

"Just promise me you'll graduate on time, 'kay?"

"I will," he answered softly, his brown orbs pleading. "Trust me, I don't wanna be there longer than I have to either."


	6. Chapter 6

The next day, which was Thursday, Peter went to school, still feeling a tad sullen about his conversation with his aunt the previous night. He knew she had his best interests in mind, but sometimes he felt like she needed to have more faith in him. Of course he was going to graduate. How could he not? Despite his few tardies to class, he still had at least a 3.6 GPA, and you needed at least a 3.5 to participate in the Academic Decathlon, so he was good, right?

Either way, he hated disappointing her.

On a different note, since yesterday, he and Ned had been wracking their brains trying to figure out what their next step should be in solving the mystery of the missing serum.

"You think we should ask Sarah's dad about any strange activity going on at Oscorp?" Ned suggested on their way to the lunchroom that afternoon. "Maybe he would've noticed someone acting suspicious."

Peter shook his head. "No, we shouldn't get Sarah involved. It's too risky," he replied. "And like I said earlier, anything about the serum is probably classified, so I doubt he would tell us anything."

The two walked in silence for a moment before the larger teen spoke.

"I still can't believe you were bitten by one of Oscorp's 'special' spiders. That's too freaky, bro."

Peter nodded. "I know, man. It's messed up."

"Not to mention those spiders were made with the same serum thing that was stolen," Ned added. "In a sense, I guess that serum is what made you Spider-Man in the first place."

"To think that it could have been anyone," Peter said, glancing down at the ground, struggling to wrap his head around the entire concept. "Makes me wonder if the spider that got loose is still out there."

The smaller teen's train of thought was interrupted when he heard his friend's voice as they entered the lunchroom.

"Hey, there's Michelle and Sarah."

Peter looked up from the floor to see that, indeed, a familiar brunette girl and her fair-haired counterpart were sitting a few tables away from where they were standing.

"Wanna go sit by them?"

Knowing the true motivation behind Ned's interest in sitting with them, Peter rolled his eyes. "Sure."

When they neared the table, the girls looked up to see the friendly faces of Ned and Peter approaching them.

"Hey MJ. Hey Sarah," Ned said, his eyes resting on the latter. "May we sit with you?"

"Of course," Michelle said.

However, no sooner than the words had left her mouth, the larger boy had plopped down on the bench across with them, with Peter following his example.

"So, how's your guys' days been so far?" he asked, forcing himself to allocate his gaze equally between the two girls.

"Pretty good," Michelle answered. "I convinced Mr. Harrington that we should get new uniforms for next year's academic decathlon. Those ugly yellow blazers aren't really cutting the mustard for me. They're also the color of mustard so..." she trailed off.

Both Ned and Peter exchanged uncertain glances, knowing Michelle was going through one of her quirky spells again.

"...Anyways," she said, turning her attention back to the boys. "How have your days' been going?"

"Good, good," Ned answered, nodding. "Nothing too exciting."

"What about you, Peter?" she asked, glancing over at the brown-haired teen, who appeared to be lost in thought.

The mention of his name made Peter quickly snap out of whatever daydream he was in.

"Uh, fine, I guess."

A brief silence fell over the group before Ned took it upon himself to keep the conversation going.

"So Sarah, excited about the chem homework we were assigned today?" he asked.

Sarah shook her head, shyly looking down at the table. "No, not really," she answered. "To be honest, I've struggled with chemistry since middle school."

"Well, Peter and I could tutor you," Ned suggested, earning a look from the brown-haired teen himself.

"Too late. Sarah and I are going to the library after school to work on it together," Michelle declared, almost proudly. Being the highly observant individual she was, she could sense that the larger boy was crushing on the blonde. Therefore, it was kind of fun to torture him.

As she expected, Ned's eyes flickered with disappointment. However, the disappointment was short-lived as other ideas came to his mind.

"Well, do you need help in other subjects like Calculus...English...Geography...?"

"I'm sure Sarah will ask us for help when she needs it," Peter interjected in an attempt to silence his friend. He wasn't sure if the guy knew it or not, but he was being painfully obvious about his infatuation with the new girl.

"Come to think of it, Peter's pretty good at chemistry," Michelle started, her gaze moving towards the smaller teen. "He can probably tutor you whenever I'm not available."

"That's a good idea, Michelle," Ned said, nodding enthusiastically. "And I'd be more than happy to help out as well."

Sarah smiled. "That's very nice of you guys," she said. Her heart warmed at the fact that she had barely been here a week, yet she had already met some admirable people who supported her and wanted her to succeed.

"Eh, it's nothing," Ned said, waving the girl's expression of gratitude off. "Being nice is kind of our specialty."

Suddenly, Sarah's eyes lit up, as though Ned's response had caused her to remember something important.

"Speaking of nice, my dad said that his boss had a nice conversation with the guy they call 'Spider-Man' yesterday."

Peter's ears immediately perked up at the mention of the masked superhero.

"Really?" Ned asked, trying to sound surprised.

"Yeah, he said Spider-Man was going to help him figure out who took the serum."

"That's nice of him," Peter remarked.

"It is," Sarah agreed. "Now I guess he'll have three people trying to solve the case: you guys and Spider-Man."

Thankfully, the blonde was oblivious to the puzzled expression that had momentarily overtaken Peter's face, as he had to remind himself that Spider-Man and him were two separate people.

"Y-Yeah," Peter said, quickly nodding. "Spider-Man's awesome. I'm sure he'll do everything he can to solve the mystery."

"Have you guys found anything interesting yet?" Sarah asked curiously.

Peter shook his head. "Nope. Nothing yet."

"Huh," the girl said, glancing down at the table. To Ned and Peter, it seemed like she was perplexed by the lack of leads as well. "I can ask my dad. Maybe he worked with someone who was acting suspicious."

"Sounds like a great idea," Ned said, giving Peter a knowing look, which earned an eye roll from the smaller teen. He knew that after shutting down his friend's idea so many times, Ned would not let it go after Sarah herself suggested it too.

"Cool. I'll ask him tonight then and then let you guys know tomorrow if I find out anything."

"Good deal," Ned said, nodding. Peter slowly nodded as well.

In the meantime, Michelle had been quietly observing the exchange between her new friend and the boys. She wondered exactly why the boys were so obsessed about this serum thing but decided that it was probably just some weird, dorky phase they were going through.

"Now that that's settled," she began, sensing the conversation had come to a close, "You guys should get in line before the pizza tacos run out."

All thoughts of Oscorp were quickly erased from Ned's short-term memory as his face lit up like a Christmas tree.

"There's pizza tacos?" he asked, looking behind Sarah's shoulder at the line, which had gotten quite long in the past couple minutes. Michelle nodded.

"C'mon Peter. We should go grab some before the line gets too long," he said, glancing over at the brown-haired boy, who nodded in agreement. "We'll be back in a sec."

As the two got up and began making their way over to the lunchline, Peter gave the girls one last look over his shoulder, as if he was expressing his amusement towards the larger teen before following Ned to the line.

Sarah smiled, catching Peter's playful 'help me' look as they walked away, while Michelle simply waved back at him, a small smirk tugging at the corner of her lips.

"They're such dorks sometimes," Michelle said, shaking her head as she refocused her attention back on her own food.

"Yeah," Sarah answered, still observing the boys in the distance as they claimed a spot in line.

A few seconds passed before Michelle suddenly turned to her.

"What do you think of Peter?" she asked.

Sarah blinked, slightly taken aback by the question. "Oh, uh, he's nice. They're both nice actually," she replied, hoping she didn't appear as flustered as she felt.

Michelle nodded. "I agree," she said. "Though he hasn't really been himself since that Liz girl moved away."

Sarah's ears involuntarily perked up. "Liz girl?" she repeated.

Michelle nodded. "Yeah, Peter had a huge crush on her before she moved away. Apparently her dad was arrested for dealing weapons."

"That's not good," the blonde said. However, for some reason, she couldn't help but feel a pang of envy towards the young woman mentioned.

"Yeah, before she moved away she was pretty miffed at Peter for flaking out at the Academic Decathlon and ditching her at the homecoming dance last year," Michelle explained. "Not sure if they ever made up though. Peter says that they were on okay terms when she moved away, but if I were her, I'd be pretty mad at him too for ditching."

Sarah took a minute to process this new information. She couldn't help but feel her stomach sink slightly at the knowledge that Peter had had a girlfriend before she had come here. Not that it mattered anyways. After all, she had just met him and she really didn't know anything about him. She was just looking for people to chill and hang out with while she was at school. Nothing romantic or anything.

On the other hand, Michelle seemed to know a lot about Peter, including the details regarding his love life. It made her sort of wonder if her friend had any feelings for the brown-haired teen?

She knew it wasn't really any of her business, but her curious nature got the best of her, especially when it involved this Liz person.

"Did he ever say why he ditched?" Sarah asked. "The dance? Or the decathlon?"

Michelle scrunched her nose, trying to think. "No, not really. Everytime I'd ask him he'd just give me the runaround. Kinda suspicious, actually, now that I think about it..." she said, beginning to stare off into space.

Sarah eyes her curiously, wondering if she was going to say anything else about the matter. However, before she could ask another question, Michelle shook her head, freeing herself from her train of thought.

"Whatever, he's just weird."

"Who's weird?"

The girls practically jumped out of their seats at the familiar voice, belonging to Ned. Apparently the line had been shorter than the girls had thought.

"You guys are," Michelle replied casually as the boys sat back down with their trays of pizza tacos.

"Wow, MJ. Talking about us behind our backs. Real smooth," Ned remarked, his voice dripping with sarcasm.

Michelle shrugged. "Not saying anything I wouldn't say to your faces," she retorted, earning a small smile from Sarah, who found the light banter between her friends amusing.

Ned and Peter exchanged looks before they began eating and conversation returned to normal.

However, Sarah's mind couldn't help but remain on Peter's former love interest, Liz, the rest of the day.


End file.
